Cardinal Takeover Offers Update

TORONTO, Nov. 26, 2020 (GLOBE NEWSWIRE) -- Cardinal Resources Limited (ASX / TSX: CDV) (“Cardinal” or “the Company”) refers to the following announcements made yesterday: (i) Bidder’s Statement from Engineers & Planners Company Limited (a company incorporated in Ghana) (E&P) and the E&P Takeover Bid (ii) Shandong Gold Mining (HongKong) Co., Ltd (Shandong Gold) whereby it increased its offer price from A$1.00 to A$1.05 per Cardinal share; and (iii) the “Best and Final Statement” announcement from Nord Gold S.E. (Nordgold).

Shandong Gold Announcement

Cardinal notes that following the announcement of the E&P Takeover Bid, Shandong Gold has increased the offer price under its unconditional off-market takeover offer for Cardinal from A$1.00 to A$1.05 per Cardinal share (“Improved Shandong Gold Offer”).

The Cardinal Board continues to unanimously recommend that Cardinal Shareholders ACCEPT the Improved Shandong Gold Offer (in the absence of a Superior Proposal) and that Shareholders TAKE NO ACTION in respect of either of the Nordgold Takeover Bid or the E&P Takeover Bid, for the following reasons:

• the offer price of A$1.05 of the Improved Shandong Gold Offer is superior when compared to the offer price of A$1.00 per Cardinal share offered by Nordgold (pursuant to its simultaneous on-market and off-market takeover bids); and
• while the offer price of the Improved Shandong Gold Offer is equal to that of the E&P Takeover Bid, the E&P Takeover Bid is subject to a number of conditions (including 50.1% minimum acceptance by Cardinal Shareholders, Foreign Investment Review Board Approval and regulatory approvals in Ghana).

E&P Takeover Bid

Cardinal will respond to the E&P Takeover Bid as necessary and as may be required in a formal target’s statement in due course.

Cardinal notes that further Australian Government regulatory relief or action may be necessary in relation to the E&P Bidder's Statement, however in any event and for the reasons set out above, Cardinal considers that the Improved Shandong Gold Offer is superior to the E&P Takeover Bid and recommends that Shareholders TAKE NO ACTION in respect of the E&P Takeover Bid.

Nordgold Announcement

Cardinal notes the “Best and Final Statement” announcement from Nordgold which sets out the position of Nordgold in respect of the E&P Takeover Bid and its effect on the best and final statements made by each of Shandong Gold and Nordgold.